It's Like That One Madonna Song
by Chasing Rabbits
Summary: Over the years, there has been a lot of collateral damage to Butters' mental and physical well-being because of his parents, but there is one area that Kenny will not stand to see neglected.


Butters has never gotten sex.

Okay, well, he gets it _now_… now that he's been through sex ed classes (much to the absolute dismay of his parents) and sat next to Kenny McCormick on the bus enough times to know his entire collective sexual history. Kenny's also the only person who ever took time to explain sex stuff to him outside of a classroom setting—like, really explain it. Not just explain it away like his parents did.

After Kenny explained it, Butters never quite got the appeal. Girls made him too nervous to do much of anything, and boys were even worse. At least it was _normal _for him to want to kiss girls and hold them and do all those things that Kenny did with them (even if it did make his palms sweat and his throat close up). Wanting to do that kind of thing with boys sent him into outright fits of panic.

Butters' parents have done a whole bounty of things to fuck him up, he knows this, and even though he can't blame them for everything, he can blame them for this. Just the thought of sex turns him into a nervous wreck. Every boner he gets, every time he comes under the touch of his own hand, late at night when everyone else is asleep, every time he slinks back to his laptop with his proverbial tail between his legs to delete his internet history, his chest swells with this undeniable sense of shame that is by no means appropriate for a guy his age.

Butters has been working at Tweak Bros. since he was sixteen. Tweek was going through some mental health stuff at the time and the Tweaks were looking to hire. Butters had stepped up almost immediately, mostly because he just needed to be away from his parents, but also because his dad was starting to get on his case about learning how to support himself and _not living off of handouts for the rest of his life_.

He should have gone to college—he wanted to really badly—but his parents refused to pay for it. They said if he'd wanted to go, he should have worked harder to do so. That's why Butters finds himself still working at Tweak Bros at age twenty-one, as nervous as ever and still a virgin.

Not that he quite minds the last part. He still doesn't quite _get_ sex, or why you'd want to fumble around with someone who's probably only going to end up hurting you, but with every passing day he finds himself getting more and more curious.

Also, the fact that Kenny McCormick is a regular fixture at Tweak Bros early in the morning does not help.

"Morning, Butters," Kenny yawns as he comes to the front counter and, in a wonderfully dramatic display, hunches over the surface and clutches his temples, groaning.

"Hey there, Kenny," Butters hums softly. Butters has seen Kenny McCormick through enough mornings to know that he is hung over beyond all reason. "It's a Thursday, what the heck are you doin' hung over?"

Kenny works the early shift at Walmart on Thursdays: you'd think he'd know better than to drink himself silly the night before.

"Two words," Kenny holds up two fingers as Butters pours him a giant cup of black coffee. "Pierced pussy."

"I'll go ahead and assume you picked up a girl," Butters' lips quirk up at the corners. He caps the coffee and sets it on the counter, laughing as Kenny flips him off.

"You don't know life until you've met someone with pierced genitalia," Kenny rights himself, wincing. He pulls two dollars out of his pocket and slaps them on the counter. "Though the marathon of flaming tequila shots I retrospectively could have done without."

"Jesus," Butters chuckles and puts the money in the register, making change that Kenny only slides into the tip jar a moment later.

"I'm telling you, Butters," Kenny sighs wistfully and leans against the counter. "This girl was… incredible. Kinda thick, _amazing _ass, and she was inked all up her arms—" Kenny draws his free hand up his own arm and gives a pleased smile. "I know you're not into ladies, dude, but fuck. That was awesome."

"I'm into ladies," Butters mutters, mostly to himself, and then adds when it's apparent that Kenny heard him, "Just not exclusively."

Kenny's smile takes an unexpected turn as he blows over the opening in the lid of his coffee. "Butters, you dog," he says, inappropriately _giddy _about this new development, and Butters immediately shrinks back into himself.

"I don't wanna talk about it," he shakes his head. His face is hot, and he can no longer stand to look Kenny in the eye.

"Come on, I tell you everything," Kenny goads.

"Yeah, 'cause the rest of your friends are off havin' lives somewhere else," Butters points out, but smacks himself on the forehead not a moment later. "Sorry, that was rude."

"Eh," Kenny shrugs and takes the lid off his cup entirely. "Can't get mad about it if it's true, can I?"

Stan and Kyle stopped talking to Kenny around the end of high school, right around when Kenny dropped out and disappeared for a while. The rumors were that he died, when really all he did was live with his brother in Nebraska for a while, selling and shooting up whatever he could get his hands on. By the time he turned back up in South Park, most everyone was gone, except Butters.

Now here they are.

"Well, if I'm not gonna get details out of you," Kenny sighs and downs a mouthful of coffee. "I swear, this girl last night… Man, I'm still reeling."

"Uh-huh," Butters nods and busies himself with wiping down the counter.

"Don't you ever just have one of those fucks," Kenny continues, a wistful note in his voice. "Where you actually can't _think_, you've just, like, fucked your brain away?"

Butters gives a noncommittal hum and wipes harder. Maybe if he doesn't actually answer, Kenny will get the hint and change the subject.

Or even leave. Butters has been meaning to finish that David Sedaris book in his bag, and it won't be terribly busy for another few hours.

"Fine," Kenny sighs. "You're no fun."

"I'm tons of fun!" Butters exclaims, a little peeved by that popular misconception. "Now, just 'cause I don't go out a-a-and drink _flaming tequila shots _with girls on a weeknight doesn't mean I'm not _fun_."

"Sure," Kenny nods. Butters knows he's playing right into this, that Kenny likes to rile him up just for the hell of it, but come on. He _is_ fun.

"What time are you off work?" Butters insists, throwing down his towel like a gauntlet.

"I'm pulling a double, I'll probably be done around nine," Kenny shrugs. Butters winces. That's a long work day.

"Meet me at that little bar up the street," he shakes it off, crossing his arms.

"I thought you were fun _despite_ not drinking on weeknights," Kenny comments, amused.

"Well," Butters pauses. "You're just gonna make fun of me if I invite you over to play Scrabble, so—"

"I'll play Scrabble with you," Kenny shrugs. "Even I take a break from living in the fast lane every once in a while."

Butters feels his face go red, but decides not to argue any further.

"Except," he does add, "You mind if I come to you? Just—my mom'll ask to play if you come to me, and she never lets me use dirty words."

Kenny laughs at that and nods. "All right," he agrees. "You know where my apartment is, right?"

Butters nods, feeling his skin get even warmer as Kenny's smile curls over his lips. He has a pair of snakebite piercings that make Butters' mouth water when he smiles like that.

"Um, do you drink?" Kenny asks. "I don't think I've ever asked. I have beer and shit at my place… I think I have vodka? Definitely some rum—"

"Tequila?" Butters grins facetiously, and suddenly Kenny turns very, very green.

**oooo**

Butters swipes the Scrabble board from the game closet under the stairs, tells his mom he's going to hang out with a friend, and drives over to Kenny's apartment with all sorts of butterflies in his stomach. Even when Dougie was still in town, they never did much past smoking weed in his basement and watching old episodes of Saturday Night Live back to back to back. Now Dougie is in a screenwriting program at his school in LA and Butters is still here.

Dougie has offered several times to let Butters stay with him free of charge until he gets on his feet out there, but Butters declines every single time it comes up.

"It's not a big deal," Dougie always says. "My parents agreed to pay a little extra until you get a job and can pay rent and everything." That kind of generosity makes Butters very, very uncomfortable.

Compared to that, drinking and playing Scrabble with Kenny sounds fantastic.

"Butters!" he's greeted by an already inebriated Kenny at the entryway of the apartment. "Sorry, I woulda buzzed you up, but the goddamn buzzer is broken. I kinda started without you, but I bought orange juice if you need mixers for your shit. Or if you like beer. I don't know."

Butters gives a nervous giggle, but quickly clears his throat to mask it. Kenny lives on the top floor, the elevator is broken, and Kenny spends about half the ascent tripping over his own feet and loose floorboards.

"Ugh, fuck this day," Kenny groans when the door sticks. He slams himself into it a few times before it gives, and Kenny laughs when he ends up on the floor.

"Jeez," Butters chuckles an uses his free hand to pull Kenny back to his feet. "You all right there?"

"I," Kenny holds up a finger. "I am fucking fantastic. You have some catching up to do, my friend."

He stumbles into his little kitchenette and pulls a large jug of vodka out of his cupboard. Then he lines up two shot glasses—one with the silhouette of a naked lady on it, the other with a checkered flag—and pours them until they're overflowing.

"Uh," Butters sets the Scrabble box down on the scratched up coffee table between the jenky futon and the tiny, rabbit-eared TV, and walks over to Kenny. "Shouldn't you mix it with somethin'?"

"This is two steps away from being pure ethanol, sugar tits, ain't nothin' gonna make it go down smooth," Kenny shakes his head and picks up the naked lady shot glass. Butters picks up the other and raises it to his lips. It makes his eyes water and his nose scrunch up, but he bites the bullet and tosses it back.

"Sweet baby Jesus," Butters coughs. "That's harsh."

"Tell me about it," Kenny nods and lifts the jug again. "You want more?"

Everything in Butters' brain is telling him to say 'no', but Kenny is looking at him with those pretty blue eyes and a smile on his face and it's very, very difficult to deny him anything when he looks like that. He's gotten a lot of free coffee because of that look.

Butters proves to be a bit of a lightweight, which is how he ends up on the floor, lost inside his fleece sweater instead of being able to pull it off like a normal person.

"Oh my god," Kenny is laughing so hard that he can barely breathe, but manages to help Butters out of his bind.

"What was that," Butters wheezes, exhausted. "I'm ready for a nap, jeez. Demon sweater."

Kenny's face is red, and he looks like he may pass out if he laughs any harder, but there he goes. They barely manage to get the game set up, and when they do half of Kenny's tiles are turned around the wrong way, and Butters is pretty sure his are all upside down. Still, he manages to make the word 'soup' to start them off.

"Fuck, you know what's good?" Kenny asks. "You wouldn't think so, but those fucking giant soup in a cups. Souper meals or whatever?"

"Kenny, those are gross!" Butters laughs.

Kenny makes the word 'fox', which makes Butters roll his eyes and give him shit for 'really opening up the board there', and makes the word 'pick'.

Kenny looks at the board long and hard for a few minutes, only to slide the last three letters down so he can squeeze in an 'r'.

"Prick!" he declares loudly. "Now, that's not—that's not a dirty word. I meant it like you prick your finger."

"That's not how you play," Butters whines, even though he's smiling.

"That's how I play," Kenny sticks out his tongue. Butters laughs at that and, with a giddy sense of pride, spells out the word 'cock'. "Okay, that's fucking cheating," Kenny declares.

"Nuh-uh!"

"You did not have those letters," Kenny insists. "You fished them out of the bag."

"When, Kenny," Butters contests very frankly. "You're holdin' the bag."

Kenny looks down to where the little burgundy bag is crushed in his hands and blinks a few times. He eyes Butters warily for a moment after before admitting, "Maybe I was a little hasty in my judgments."

He slurs so hard that Butters can barely understand what he's saying. They continue in their game, which takes a nosedive when Butters discovers that Kenny cannot spell for shit.

"The word chaos does not begin with a 'k', Kenny, I know you know that," Butters says.

"You're the one who's playing 'Q-I' as a word, I don't wanna fucking hear it," Kenny shoots back.

Butters just decides to drink more, since that's always a fabulous solution, and Kenny decides to join him.

How they end up with both of their shirts rumpled on the ground beside them is a mystery, since it's the middle of January and Kenny's is the type of apartment that doesn't really have working heat a lot of the time.

Kenny has a tattoo on his chest, right over his heart—it's an actual illustration of a human heart, except it's all green and looks kind of like a zombie. But a heart. It's really beautiful, and Butters finds himself far too distracted (and blurry eyed) to bother with his letters.

"That's so pretty," he says instead, and points a wobbly finger at Kenny's chest. He looks down and smiles.

"Thanks," he hums. "I'm actually," he swallows another mouthful of booze. "I'm saving up to get sleeves. I wanna keep in the theme. Make it look like my skin's peeling away—undead and shit."

That is the coolest thing Butters has ever heard.

"Wow," he breathes. "I—I always wanted to get one, but. I never knew what to get."

This makes Kenny perk up. "You should!" he exclaims. "Dude, I will fucking take you right now. The place I go to is open, like, all night."

"What?" Butters raises his eyebrows, voice shaky. "I-I don't know about that, Ken. I don't have any idea of what I'd get, like I said."

"So what?" Kenny sits up. "Sometimes—sometimes you've just gotta get out there and _do_ shit, man. Make mistakes, be an idiot… you're way too practical for someone our age."

"A-aw, I'm really not," Butters shakes his head. Kenny just rolls his eyes and pulls his shirt back over his head, hopping to his feet before bending down to push a messy kiss to Butters' lips and tip more alcohol down his throat.

Butters' head is reeling, and he's only barely aware of himself pulling Kenny back down into another kiss before he's on his feet as well and they're out the door.

The tattoo parlor is kind of seedy on the outside, but the artist is this tiny gal with big boobs in a skin-tight dress that Butters is ninety-nine percent sure Kenny has slept with before. "Hey there," she greets. "What a treat, I get some fine, respectable gents at this hour. What can I do for you?"

"My cohort is a virgin," Kenny slurs, and Butters feels his entire body go rigid. "To body art," Kenny tacks on after a long stretch of silence.

"Aw," the girl gives a warm, motherly-looking smile. "First ink? Don't you worry honey, I'm gentle."

Butters doesn't have time to respond, and honestly doesn't think he could. He's sort of beyond words right now, even though he knows he's speaking. Soon things stop making sense altogether, and even though he knows he's got his shirt off and _knows _he's getting a tattoo, but something about it doesn't quite register. He just concentrates on Kenny, who keeps telling him that he's doing _so good_ and that he's _almost done_.

Except he's been 'almost done' since he first started, and Butters is starting to get a little suspicious. But then he is done, and spends a good couple of minutes trying to look at it until Kenny informs him that it's on his shoulder, and he's not really going to be able to see it if he just keeps chasing it like a dog chasing its tail.

Then he gets dizzy and falls down, and Kenny has to wait until Butters is done laughing his ass off until he can help him up.

By the time they're back at Kenny's apartment, they've both sobered a bit. They're by no means ready for a sobriety test, which is how they end up tangled together on Kenny's bed, tongues down each other's throats as they grope at each other.

"Careful," Kenny huffs as he threads his fingers through Butters' hair. "Don't rip off the bandage. Here," he rolls them over so Butters is on top and then keeps kissing him.

For once, it's not scary. Butters has made out with girls a few times before, but not like this. Butters always figured Kenny liked boys too—Kenny likes everyone and everything. Kenny's probably slept with tons of beautiful boys. And yeah, they're blitzed beyond all reason, but maybe that's a good thing if it makes Kenny think he's good looking enough to do this with.

"Fuck," Kenny mutters and pulls back. "You're a good kisser."

"You too," Butters pants against his lips. "I like this."

Kenny's lips quirk up as he says, "Me too."

He strokes Butters' hair back, and it feels amazing, and Kenny's smile is so big and bleary-eyed that it's distracting. So distracting that Butters is positive he mishears what Kenny says next.

"Thank god you know what you're doing with this shit man, because I'm fucking lost," he laughs. Butters stills at that and pulls back from Kenny, moving to sit beside him. He stays silent, which makes Kenny frown and ask, "What's up?"

"Wh-why would you think I know what I'm doin'?" Butters wonders out loud, and Kenny sits up.

"Dude, you're gay," Kenny says. "Or queer or whatever. You've done this kind of thing with a dude. I'm sort of a novice with dudes."

Suddenly, Butters is feeling very queasy. "Oh, god," he mutters. He grabs his shirt (when had that come off?) and tugs it over his head and leaves the room as fast as he can. "Ohgodohgodohgod," he keeps on. Kenny asks, concerned, "Are you all right?" but Butters is out the door before he can respond.

He knows he's too drunk to drive, so he walks. He walks all the way back to his house and passes out on the couch in the living room before he can even think to make it up the stairs.

oooooo

Butters doesn't work the early shift the next day, thank goodness. He spends most of the morning in his bed, nursing a hangover and pounding back as much hot tea as his body will allow. When he finally crawls out of bed, he slinks down the hall to the bathroom and turns on the shower.

Then he catches sight of the bandage in the mirror and whines as the reality of last night crashes down on him. He peels off the bandage and looks upon the tattoo with abject horror. It's Miss Piggy, dressed and posed as Marilyn Monroe in her iconic white dress.

"Why," he whines to himself. "Butters, you idiot..."

He seems to remember something about washing it off with soap and water, but maybe he can ask Kenny later—

Ugh. That's a whole bag of issues he doesn't want to get into right now. He shucks the rest of his clothes and steps into the shower, trying to keep a level head as he runs through what happened last night. He's pretty sure he got out of there before things got too far…

Kenny is an awful good kisser, though.

Butters feels that all too familiar thrill in his gut and notices himself getting stiff. The warm water feels good for his head and all his sore muscles, even though his tattoo does sting something awful. He runs his fingers through his hair and breathes in the thick steam that fills the air. He can still feel Kenny's lips on his neck, sliding against his—for the first time in his life, Butters thinks he might actually want something like sex from someone.

He looks down at his cock and licks his lips, sighing as he wraps himself in his hand and starts stroking, fast. He doesn't like when it takes too long. It just reminds him of things he shouldn't be doing.

Butters wonders if Kenny's dick would feel as good in his hand as this.

"Fuck," Butters mutters and comes all over the tile wall, hard. He thrusts and twitches and bucks up like crazy, trying to find more relief than his own hand will give him. He needs something—someone?—else.

When he gets to the coffee shop, Kenny is already there. He sits at a table up by the counter with his cup of coffee, legs bouncing up and down and looking about as terrible as Butters feels. Butters blows by him and heads to the back to loop his apron around his waist. By the time he comes back to the counter, Kenny is waiting for him.

"He-hey there, Kenny," he murmurs.

"Hey," Kenny gives a timid smile. "Boy, we were fucked up last night."

"Heh, yeah," Butters nods.

"How's your new ink?" Kenny asks, grinning.

"Aw jeez," Butters whines and buries his face in his hands. "Why'd you let me do that?"

"Fuck that, you were determined, son," Kenny chuckles and sips at his coffee. "You, uh. You took off pretty fast, dude."

"Oh, well," Butters mumbles, looking down at his feet. "I-I reckon I just got nervous."

"I figured," Kenny smiles.

"I thought you'd done that kinda thing before," Butters admits to his shoes, and feels himself flush even further when Kenny reaches over the counter and tips his face up. Butters still does everything he can to avoid looking Kenny in the eye, and even takes a step back when Kenny tries to kiss him.

"Oh," Kenny frowns at that. "Um, sorry. We were pretty fucking toasted last night, I guess."

"Do girls l-let you do that?" Butters asks, voice high and shaky. "Just kiss 'em?"

"If that's what we'd been doing the night before, sure," Kenny shrugs it off. He quickly changes his tune when he sees just how shaken Butters is and amends, "Dude, I'm sorry. My instincts are a little off when it comes to guys, all right? I'll try harder."

Butters' heart is up in his throat as he hardens his gaze and turns to start brewing a fresh pot of decaf.

"What the heck makes you think I even wanted to do that with you in the first place?" he asks.

"Ugh, I don't know, dude," Kenny groans from behind him. "We're friends, we both like guys, and frankly, we're both pretty spectacular-looking."

Butters doesn't know why that makes him so angry, but it does. He rounds on Kenny so fast that Kenny has to take a step back from the counter so he won't get smacked by Butters' wildly flailing hands.

"You think that just 'cause we both like guys that I'd be attracted to you?" he snaps.

His attraction to Kenny aside, of course, for argument's sake.

"Well, I haven't exactly been able to pinpoint a type for you since you're so goddamned secretive about your romps," Kenny argues back.

"Maybe I don't have any romps to tell you about, Kenny!" Butters exclaims. "Goddamn, what a fucking concept: I don't tell you anything because there's nothing to tell!"

This seems to catch Kenny off-guard enough for Butters to get a few moments of silence, during which he crosses his arms over his chest and refuses to make eye contact. Then Kenny has the audacity to start laughing, and that makes Butters' blood boil.

"What?" he asks, daring Kenny to explain just what in the hell is so funny.

"Dude, that explains so much," he just says. "You're a virgin."

Butters rolls his eyes. He really hates that word.

"No, dude—" Kenny is still chuckling as Butters grabs a bottle of cleaner and a rag so he can wipe up some of the tables. He only stops when one of Kenny's large, warm hands settles square on his chest and holds him back. "Dude, I'm not saying that like it's a bad thing. You're so fucking tense all the time, I'm just saying that it explains a lot."

Butters shrugs away from him, happy that there's no one in the shop at this hour, and starts cleaning a table. Except his hands are shaking so badly that he drops both the spray bottle and the rag multiple times before he just gives up and sits down instead. Kenny takes the seat across from him, quietly watching as Butters falls to pieces.

"I just—" Butters begins, but his tongue ties up and threatens to start spazzing uncontrollably, so he just claps his hands over his face and hopes Kenny will get it.

Whatever _it _is.

"Hey, y'know," Kenny begins. "Sex isn't everyone's thing. That's okay, I—I shouldn't have assumed. I'm kind of an idiot sometimes."

"You're not," Butters shakes his head and finally drops his hands down to the surface of the table. "It just freaks me out. Why would you wanna stab anyone's private parts with yours?"

"'cause it feels really, _really_ good?" Kenny offers. "Dude, if it makes you uncomfortable, I'll stop talking about this shit with you. I'll take out my bicuriosity out on someone else."

"I'm just an experiment," Butters laughs, cold and hollow. "Figures."

"Not necessarily," Kenny shakes his head. "I like you, Butters. We're friends."

"You're makin' it sound like a business deal, jeez," Butters just shakes his head and stands. "I don't want any part of it if that's how it's gonna be."

"Dude, it's not a _business_ deal," Kenny groans and follows Butters back to the counter. "I wasn't even fucking thinking about it until you had your tongue down my throat."

"Oh, god," Butters claps his hands over his eyes. His face feels like it's on fire. "Oh god, can we stop talkin' about this?"

Kenny looks like he's about to argue, but instead bites it back and nods. "Yeah, sure," he mutters. "I'm gonna head out, though. Work in a few hours."

Butters nods, feeling sufficiently riled. His stomach is all done up in knots as he watches Kenny exit the shop, and feels a thick, sickening shame settle over him when he realizes that he's got half an erection pushing against his pants.

**oooo**

As is typical, Butters waits until his mom and dad are long asleep until he lets himself do anything. He pulls his laptop into bed with him and settles low into his sheets, flicking through a few of his favorite sites and skipping around a few of his favorite videos. He's a little hard in his pajama bottoms, not hard enough to work with—there's just something in the back of his brain nagging at him.

Something that compels him to grab his phone off of the table beside his bed and dial Kenny.

"Hello?" comes a hazy cough on the other line.

"You're tellin' me this feels good?" Butters just asks, watching the guys on the screen. "The guy gettin' his ass pounded isn't even hard."

Kenny laughs, full and silken in his ear, and Butters feels himself fighting the urge to reach into his pjs and start stroking.

"Are you watching porn, Leopold?"

Butters doesn't like the sound of his name—it's too stiff, too eighteenth century—but Kenny's voice carries it perfectly and Butters finds himself reclining back on his pillows with a whimper.

"Holy shit, you are," he can hear Kenny's lips curve over his teeth in a grin. "Dude, if the guy on the bottom isn't even hard, I suggest you move on to some more quality material."

Butters gives a grunt as he twists to pause the video.

"Hey, if you're gonna jerk off, I'll give you your privacy," Kenny says.

"I'm not," Butters insists, tucking his spare hand underneath his arm.

There's a moment of silence before Kenny sighs, "Butters, please tell me you jerk off, or I'm gonna be really mad at you."

"I do!" Butters yelps indignantly. "I just don't much like it is all. Doesn't do a whole lot for me. "

Another pause, and then, "Is that because you only jerk off to shitty porn?"

"Forget it," Butters sighs and smushes the heel of his hand into his good eye. "I don't even know why I called."

"Because you are a desperate soul obviously in need of an intervention," Kenny comes back frankly. "First things first: close your computer."

Butters frowns at that, but complies. "Kenny, what are we doin'?" he asks.

"Take off your pants," Kenny instructs back, and Butters is sure he almost wakes his parents up with a loud, "What?!"

"Oh, my bad," Kenny laughs, "Are you even wearing pants?"

"Yeah, but—"

"Dude, trust me," Kenny soothes into the receiver. "I've been jerking off since before I can even remember. Unless—if you want me to stop, I will."

Butters mulls it over as he sheds his pants and timidly lets them slide off his legs. "Um… y-you can keep goin'."

"Oh… okay," Kenny gulps, now sounding a little out of sorts himself. "Are you one of those people who just beats off really fast?"

"Um, I guess," Butters settles against his pillows again, looking down to where his cock is tucked away in his tightey-whiteys. He feels a pleasant shudder shoot up his spine when Kenny chuckles into the receiver.

"Dude, if you're gonna play with yourself, sometimes it's actually worth it to make it _fun_," he says, sounding a lot like he's settling in himself. "Touching yourself nice and slow feels really good."

Butters swallows a lump in his throat. The more Kenny talks, the more Butters finds himself getting turned on. His mouth is dry, but his hands are sweating. He's all hot under his skin, and he knows he's breathing a little harder than normal, but he can't help it. Kenny can _hear _him, every move he makes, and Butters can hear his.

"You getting hard?" Kenny asks.

"Yeah," Butters sighs and grabs his stiffening erection through his underwear and bites back a whimper.

"Well, hang on, don't touch yourself yet," Kenny interjects.

"What are you talkin' about?" Butters removes his hand, confused.

"Do you have lotion or something that you use?" Kenny replies instead. Butters feels his face scrunch up as he shakes his head, "Why would I have that?"

"Dude!" Kenny exclaims, sounding almost irritated. "Get your ass off your bed and go find some lotion, I don't fucking care where."

"All right, all right," Butters winces as he slips off the bed. "Bossy son of a bitch."

"I am trying to rehabilitate you," Kenny simply explains. "It is a process."

That gets Butters to laugh as he rustles through his desk drawer. He pulls out a little tube of hand lotion out from under an old notebook and pops the cap.

"Hand lotion's okay?" he asks.

"Perfect," Butters can hear Kenny grin through the phone. Butters practically skips back to the bed and flops down, sandwiching the phone between his shoulder and ear as he wriggles out of his underwear. He's sufficiently hard now, but just before he can recline back and take himself in hand, Kenny stops him again.

"Your shirt still on?"

"Ye-yeah," Butters stammers.

"Touch yourself," Kenny murmurs.

Butters licks his lips and feels his fingers twitch where they rest just below his belly button. He pushes a hand up his t-shirt and sighs at the touch of his fingertips on his skin.

"Feel good?" Kenny's voice floods into his ear.

"Yeah," Butters sighs.

"You hard?"

Butters laughs deliriously and nods, even though Kenny can't see him, and gives a succinct, "Yeah."

"You wanna touch your cock?"

Butters whines and pats around the bed, dropping the phone as he grabs the lotion and squirts it into his hand.

"Oh, fuck," Butters swears.

"Did you come already?" he can hear Kenny ask from down on the bedspread. Butters huffs and pushes the speakerphone button. "No, 's'just really cold."

"It'll warm up," Kenny laughs. "Go nice and slow."

Butters' hand is shaking as it slides over him, and he whimpers, "I don't know if I can."

Butters can hear Kenny breathing heavily on the other end of the line, and it hits him. Kenny's in his apartment, possibly on his bed the same as Butters, doing exactly what Butters is doing. "Oh, god," he smacks his free hand over his mouth and tries to muffle the groan that tears out of his throat. He comes, but it's not like the hurried, shame-filled few minutes he's used to. It feels good—better than good, actually. It feels incredible.

Then reality hits all too soon when Butters hears a throaty, unmistakable groan come from the sheets.

He doesn't wait for Kenny to recover or say anything else, just hits the end button on his phone and sits upright. His shirt is ruined, there's lotion and come all over his hand…

But it feels okay, like finally getting to rest after being stretched too thin for too long. Even the ball of nerves in his stomach are muted as he lies back against his pillows and lets himself bask in the afterglow.

**oooo**

Neither of them have work the next day, which means Butters wouldn't have to see Kenny if he didn't want. He spends a good stretch of hours mulling this over—he makes pancakes and bacon, pours himself a giant glass of orange juice, and watches at least four episodes of Parks and Recreation on his computer before he decides that, yes, he should probably talk to Kenny.

He showers, pulls on a pair of nice, clean jeans and a new shirt that he bought the other day and hasn't had a chance to wear. Boots and jacket on, he heads across town to Kenny's apartment, where he paces outside for about five whole minutes before he buzzes Kenny.

"H'lo?" comes Kenny's coarse reply.

"Uh, hey Ken," Butters says close to the intercom. He doesn't have to say anything further before the door clicks open and Butters runs upstairs. Every molecule in his body is humming with excitement, and when he gets to Kenny's door he's all tied up inside to see that it's already open.

He pushes his way inside and sees Kenny standing over his hotplate, wrapped up in a chunky Christmas sweater that looks suspiciously like something you'd fish out of a lost and found, cooking up what looks like a package of ramen noodles.

"Hey, shut the door behind you," Kenny yawns as he waves, though he doesn't turn around. Butters does so and walks over to the little kitchenette, bumping his fists nervously as Kenny shakes the little packet of flavoring into the boiling water.

"Man, I'm glad you buzzed," Kenny rubs his eyes. "I was out fucking cold."

"Oh, uh," Butters shifts nervously. "Co-couldn't sleep?"

"Ah, my sister had a crisis right after you hung up last night," Kenny yawns again. "I was playing counselor until, like, four in the morning."

"Oh," Butters nods and folds his arms tight over his chest. "That's too bad. Um… I slept great."

At which Kenny gives a wolfish grin and glances over at him. "I'll bet you did," he gives him a playful shove. He switches off the hotplate and dumps the noodles into a bowl. "You want? I could make more."

"O-oh, no thanks," Butters shakes his head. "I already ate."

"Suit yourself," Kenny shrugs. "You wanna watch some TV? Or did you come here with some sort of agenda?"

"Oh," Butters feels himself flush deep red. "Um—I-I guess I just. I wanted to—_shit._" He hates when he gets all tongue-tied like this. He hides his face in his hands and turns away from Kenny, and then back, only to turn away yet again.

"Dude, what the fuck are you doing?" Kenny asks.

"I don't know!" Butters exclaims, and Kenny has to dodge his flailing hands yet again. "I don't do stuff like this, Kenny! I don't know what the hell I'm doing. I just—last night was the best I've ever felt a-and I-I-I—_fuck_!"

"Wow, okay," Kenny holds up placating hands. "Dude, you're not obligated to do anything you don't want to do. I'm cool. We're cool. After last night, I would gladly do nothing but jerk off on the phone with you."

Butters laughs at that, surprised, and suddenly he's very hot under his jacket. He shrugs out of it and tosses it over the back of Kenny's futon, happy for the ventilation, though not so happy that he's being so obvious about what Kenny does to him. And Kenny's looking at him with these big, worried eyes—the same ones that he'd always flash when Butters got hurt when they were kids. Butters hates that look; he hates knowing that he can get Kenny to break that calm, cool façade he always puts on.

So, he braces his hands on his hips, blows his bangs off of his forehead and admits, "I'm scared."

Kenny's Adam's apple bobs shakily in his throat as he processes the sentiment. It's just two words, but Butters knows they must pack a wallop. He probably hasn't been in this position in a very long time, after all. To Kenny's credit, he shifts his weight and crosses his arms, still giving this careful thought.

"Does that mean you'd want to—" Kenny cuts himself off. "Because seriously, I am the opposite of wanting you to feel pressured, dude."

Butters decides to be assertive for once in his life and close the gap between them. He has to stand up on his tiptoes to meet Kenny's lips, but when he does it's absolutely electrifying. Kenny's lips are a little rough and chapped, but it's nice. It's nice doing this sober.

Kenny pulls back after a few moments, searching Butters' eyes for something that he obviously finds, since he's back to kissing again within seconds. Butters finds himself pulled tight against Kenny's chest, head spinning as cigarettes and soap and skin soak his senses. There's a pressing, unfamiliar need down in Butters' stomach, something that makes him pull Kenny back toward the futon with a feral look in his eye.

Settled on top of him, Kenny pins Butters wrists beside his head before he keeps kissing him. It's strange, but exciting. He's never had someone want to make out with him this badly before.

"You're so fucking hot," Kenny murmurs against his lips, and proceeds to push little kisses over his jaw and down his neck. "All I could think about was you on your bed, touching yourself all nice and slow, lost in it…"

He pushes his hands up Butters' shirt and pulls it over his head, doing the same for himself and tossing both his sweater and Butters' shirt over the end of the couch. Kenny notices Butters wriggling his shoulder against the rough fabric of the couch and immediately stops him.

"Don't scratch it, dude," he chastises mildly. "That'll fuck it up."

"It itches, though," Butters whines. Kenny just rolls his eyes, and while telling him that he's '_such a baby'_ flips them so that Butters is sitting on top of him.

"Aw, come on," Butters finds himself laughing nervously as Kenny's hands travel up his torso and chest. "I-I won't do us any good bein' up here."

"Man, shut up," Kenny sighs affectionately and settles back, looking at Butters and touching like he's doing so with a fine work of art. "You worry too much for being the walking wet dream that you are."

Butters feels a surge of blood vacate his brain and rally south.

"Me?" his voice cracks. Kenny grins, "Yeah, you."

_Oh god. _

Kenny sits up a bit and pulls Butters back down into a kiss. Butters gets into it after a few minutes, shy hands nervously making their way up and down the smooth angles of Kenny's body. Kenny takes time to map out Butters, cataloguing hot spots and saving every moan, groan, and sigh for future reference in that beautiful head of his.

He feels Kenny's fingers on the button of his jeans soon after, and they both pause. Butters is unbelievably hard, more so than he thinks he's ever been, and when Kenny asks if what he's doing is okay, all Butters can do is kiss him some more. He shudders when Kenny's palm presses gently against his erection, grinding into it with a moan.

"Damn, boy," Kenny chuckles. "That is a fucking _dick_ right there."

Butters wants to laugh at that, but instead he whines because Kenny will not stop moving his hand in just the right way.

Uh-oh.

"Mm, _fuck_," Butters hides his face in Kenny's neck and swears over the orgasm that zings through him.

He didn't even get to get out of his _pants_. Once he's come down, he scrambles to the other side of the couch, feeling all wet and sticky and dirty. Just as he reaches over the edge of the couch to find his shirt, Kenny sits up and puts a hand on his knee. Butters is beet red, he knows he is, but Kenny doesn't look angry at least.

Hell, he doesn't even look like he's about to laugh.

"Dude, that fucking blows when that happens," he just says. "Uh, I have to do laundry anyway… and I have a pair of Kevin's sweats in my dresser that might fit you."

Butters is about two seconds away from a nervous breakdown, so all he can say is a very graceful, "Huh?"

"Come on," Kenny rolls to his feet and stretches, erection apparent in his thin pajama bottoms. "I've been there, dude. It's not fun. I'll get you those sweats, I'll make you some ramen, we can watch cable that I steal from my Iranian neighbor while I do laundry."

Which is how Butters ends up in a pair of dingy gray sweats with a bowl of ramen in his lap, watching the latest episode of Fashion Police with someone he absolutely did _not _expect would have an opinion on the return of chartreuse to high fashion.

Not that he knows "That ugly fucking yellow piece of shit" is really an ugly fucking _chartreuse_ piece of shit, but still.

**oooo**

"Butters, where are you going? You haven't been home for dinner in all week."

Butters stops cold, hand on the front door knob, and turns to face his parents where they sit reading on the couch. He has his old yellow jansport backpack slung over his shoulder, filled with a change of clothes, his toothbrush, and, just in case, a pair of pajamas.

"Oh, um," he brings a hand up to scratch at the back of his head. "We-well, I thought I'd go see a movie tonight is all. Work's been kinda stressful lately, a-and I thought that might be fun."

His dad is the first to laugh—scoff, actually. He snaps his paper back up to eye level and mutters something about making foolish decisions with one's hard-earned money.

"Well, be sure to get something good to eat," his mom says skeptically. "Any more munchies and soon you'll have a little Buddha belly on you."

Butters' eyes slip shut, "Thanks, mom." He doesn't hang around after that, leaving as soon as possible and tearing off down the street incredibly fast. He's too nervous to drive, so he figures walking will at least get him to calm down by the time he gets to Kenny's.

His life has been thrown into gale-force winds these last few days. Not only did he ever imagine he would ever be in this sort of a position, with a guy who likes him and wants to touch him, but he never quite thought it would happen in this way. He imagined the first time… well, he doesn't know quite how. He did away with the lavish fantasies years ago and just started praying that it would eventually just _happen_.

He never thought he'd get so lucky to get to do it with someone he actually likes.

Kenny buzzes him up immediately, and when Butters shuts the door behind him he sees Kenny rustling around in a black plastic convenience store bag.

"Hey," he greets, muffled behind the scarf wrapped tight around his mouth under his hood. His cheeks are pink and his eyes are crinkled up in a smile.

"You just get back?" Butters asks as he sets his bag down on the futon. Kenny nods and pulls the scarf off, draping it over the back of his one dining chair.

"Yeah," he nods, and the hood of his jacket slides off. "I had to stop after work and pick up some supplies. Check me out," he tosses something toward Butters, which he (thankfully) catches.

A little tall turquoise bottle that just says _'Wet'_ on the front in splooshy looking letters.

"We've got lube," Kenny beams and rifles around a little more. "Not that we'll necessarily _need_ it tonight, if you're not into it, but I also got some condoms because, no judgments, I was running a little low—"

"You got this for me?" Butters asks and looks up. Kenny pauses at this, eyes shifting like he doesn't know what's going on, and replies, "Well, yeah. When I say I wanna tear that ass up, I don't mean literally, dude."

Butters blinks rapidly a few times, like he's about to start crying, but that can't be right. He shakes it off and walks over to Kenny, setting the lube down on the table before tucking himself up against Kenny's chest. He may be scrawny, but he's tall and he smells good and he's just so nice and comfy to be around.

"Hey," Kenny chuckles and wraps his arms around Butters' shoulders. "Dude, if that's all it takes, you're the easiest person to shop for ever."

Butters laughs and pulls back, grabbing at his neck. "Sorry, I don't know why I'm so… I don't know." He makes a really ambiguous gesture with his hands that makes Kenny laugh right back and pull him into a one armed hug.

"Dude, you're doing something you probably never thought you'd do, right?" Kenny offers up as he unpacks the condoms from the bag and, to Butters' mild surprise, what appears to be a vibrator.

"What's tha—"

"Shh," Kenny just coos and closes his hand over Butters' ear. "That's not for you. Don't even worry about it."

When Butters opens his mouth to respond, Kenny moves his hand to cover Butters' eyes instead. "Don't look directly into it."

Butters giggles at that, feeling much more at ease, and elbows Kenny lightly in the stomach. Then Kenny kisses him, and Butters is riding so high that he can't stop smiling even through that. Kenny touches him so nicely, so soft but with such purpose. Before Butters knows it, he's completely engulfed in the sensation of Kenny's hands and lips and tongue, completely malleable and at Kenny's mercy.

He has the strangest feeling he's got Kenny in that same way, though. If he wanted to, he thinks he could push Kenny down on the floor right here and fuck him, and he wouldn't say no. In fact, he gets the strange feeling that Kenny might kind of like that.

"Should we," Butters pulls back, panting. Kenny's eyes are all glazed over and so Butters shortens the question to, "Bed?" Kenny nods and pulls Butters, along with the lube and condoms, into the bedroom and shuts the door behind them.

Kenny is a master at the art of undressing. Before Butters can even wrap his head around what's happening, Kenny has the both of them down to their underwear and tangled up on the bed. Butters, in an attempt to be _sexy_, decided to wear a pair of underwear that fits him a little too small, though at seeing Kenny's worn out cotton boxers, thinks himself a bit foolish in retrospect.

"So," Kenny shifts them so he's on top, sitting down on Butters thighs as his fingers trail up and down his stomach and chest. "What do you want to do?"

Butters draws a blank at the question. To say, "Sex" is dumb, because that's a given. He'd sit up, but Kenny's thumbs are flicking over his nipples and that feels too nice to stop it.

"I-I don't know," he mutters. "I'd just kinda like to not be a-a virgin anymore. I'd like it if I got to do that with you."

It's Kenny who colors at that, a slight pink tinge that settles just below a faint dusting of freckles on his cheeks and over his nose. Kenny McCormick is, of course, attractive, but never before has Butters really realized just how cute he really is.

Butters likes cute people.

"Um," Kenny gulps. "So, I've never done that before. But I know _how _to do it? So, if you're up for it, you're gonna kind of have to just roll with me on it, okay? Like, I'm fine with it as long as you are. Otherwise I'm two seconds away from sucking your dick dry." He ends on a nervous laugh and quickly bites his lips shut.

Butters makes Kenny nervous.

A tidal wave of relief washes over him and Butters smiles, "I'm okay with that," he nods. "I—I trust you."

It sounds sappier than he thinks he meant it to, but it gets Kenny to blush harder and dip down to kiss Butters with something foreign.

Something good.

Butters sighs as Kenny kisses down his neck and chest, and tries to keep it together (for the love of god) when he feels Kenny's tongue flick softly at one of his nipples, and then the other. His stomach is the worst, though—Butters has suffered from being ticklish all his life, and his stomach is insanely sensitive to any sort of touch. Kenny must have figured this out already, because he seems to ignite every nerve under every inch of skin there. It's mind-numbingly erotic, being paid such close attention to, and every little electric jolt he feels goes straight to his groin.

When Kenny gets to his underpants, he doesn't even hesitate. While nuzzling the little trail of fine blonde hair that leads into his undies, Kenny hooks his fingers under the elastic waistband and tugs them down.

That's it. He's naked in front of Kenny McCormick. And, what's more, Kenny McCormick is naked in front of him not long after.

"Wow," Kenny mutters to himself and just sits back to drink it all in. Butters sits up to do the same. Seeing a guy hard in front of him is a lot different than seeing it on a screen. Porn turns him on, sure, but seeing a guy all hard up and horny up close and in person makes him hungry in a very strange way.

"You look—hot?" Butters offers, and when Kenny raises his eyebrow he stammers, "I mean, you do! I'm just—I'm no good at this, I don't know if that was the right word to use… sorry. I'm… yeah. Sorry."

Kenny's eyes crinkle up in that smile again as he laughs and braces his hands on Butters' thighs. "Don't worry about it," he says. "I told the first girl I ever slept with that her ass was huge. It took me, like, an hour to convince her that I really meant it as a compliment."

"Aw, Kenny," Butters laughs. "That's brutal. Why would you say that?"

"What?" Kenny shrugs. "I like a good ass."

He slips his hands underneath where Butters' rests on the tangle of sheets and squeezes gently. "Yours is magnificent, by the way."

Butters gives a grin, nerves melting away as Kenny dips to kiss his stomach again. Then he settles in between Butters' legs and kisses Butters just on the tip of his cock.

"Oh, _jesus_," Butters squeezes his eyes shut as Kenny starts lapping at the bead of wetness forming there. "Fu-fuh-_fuck_, don't do that," he pushes at Kenny's head. "You're gonna make me c-come if you do that."

Kenny pulls back, message received, and makes a reach for the lube that has somehow become lodged underneath Butters. "We're definitely revisiting that, though," Kenny warns and opens up the bottle. "You taste really good."

Butters grabs a pillow from off to the side and smashes it over his face, trying to keep his mind off of how badly he wants Kenny's mouth back on him. He has to do this now, or he feels like he never will.

"Hey, no smothering," Kenny chides and pulls the pillow away so he can prop it up under Butters' back. "I'm gonna use my fingers first, okay?"

Butters nods, and looks up at the large water stain on Kenny's ceiling as he feels the odd sensation of a slick finger slipping inside him.

"Wow," Kenny marvels again, voice high and thin now. "You're fucking tight."

"I-is that good?" Butters asks.

"For me," Kenny gives a desperate laugh. "For you, not so great probably. Just—relax. I'll take care of you, I swear."

Butters opens his mouth to ask something, but thinks better and decides to do just as Kenny says. Relaxing will probably help both of them, and it's sure to make everything go a lot smoother, right? The one finger feels just fine, and Kenny seems to know what he's doing as far as using his hands goes.

And then his finger brushes over something that makes stars light up behind his eyelids as he bucks into the touch.

"Whoa," Kenny mutters, like he's just mixed up a couple of chemicals in science class. Only, instead of a fizz, he gets an outright explosion. It's so wonderful that Butters hardly notices that Kenny's trying to slip in another finger. Except then his fingers start to get wider and, okay, Butters definitely feels an uncomfortable stretch with that.

"Sh, it's okay," Kenny murmurs and puts his hand on Butters' stomach. He strokes the skin around Butters' erection (which is, tragically, going soft) with great care as he keeps pushing in, slowly but surely. Kenny tries to stroke Butters' poor cock back to life with his thumb, and even tries to jump start it by pressing into that little spot inside him, but Butters is pretty sure he's just over stimulated and his body is just sort of trying to quit.

And even though he's not hard anymore, Kenny's fingers do feel kind of good inside him. He feels filled up in the best sort of way, and Kenny is very, very careful in his movements. He lets Butters adjust fully to the fingers inside him, and even gets him to moan once or twice before he squirts more lube onto his fingers and tries to press in a third.

"Okay, _ow_," Butters hisses.

"I know," Kenny hums, sounding genuinely apologetic, "But I don't want to hurt you even more if you're not ready."

Kenny can frame it however he likes, it doesn't make the fingers any easier to take. Butters fists the sheets in his hands and curls his toes as he writhes, trying desperately not to shift too much, at the risk of hurting himself.

"Holy crap," Butters screws his eyes shut, whining low in his throat. Kenny withdraws all of his fingers immediately, and Butters falls back against the bed, relieved. Another second passes, and soon Kenny is slotted up against Butters, kissing him with this slow burning intensity that makes Butters miss having him inside him.

"You okay?" Kenny asks when he finally pulls back. "We can do something else—"

"No," Butters shakes his head, turning to his side to get a good look at Kenny. His pupils are blown wide, leaving nothing but a thin ring of steely blue wrapped tight around them; he's breathing in measured pants; he's not as hard as he was, which Butters suspects has something to do with the fact that Butters himself was in so much pain for a few seconds there.

Butters wets the tips of his fingers before he reaches down to touch the head of Kenny's cock. Kenny's eyelids flutter as Butters strokes a finger through the precome at the tip of his slit, and he outright whimpers when Butters timidly brings his finger up to his mouth for a taste.

It's foreign, but good—Butters is starting to think that's a theme with this whole experience.

"You taste real nice too," he says softly. "But I think I'd like you to finish what you started."

Kenny looks at Butters through lidded eyes, clouded over with lust, and nods. He rolls back to his knees and grabs the condoms, which Butters has to open because Kenny not only doesn't have fingernails, but has slippery fingers also.

"Hey, you're getting hard again," Kenny makes note as Butters tears a little foil packet off of a longer line. He doesn't have time to tell Kenny that he tasted _just that good_ before Kenny's mouth is on him again, completely this time. Butters drops the condom on the bed—it's one of the best feelings he has ever experienced, and it gets him hard and on the edge of coming in no time.

So of course Kenny pulls away. Why wouldn't he.

"God, _fuck_—" Butters swears as Kenny chuckles and tears into the condom packet with his teeth. "You fuckin' tease. That was not very nice."

"I know," Kenny tuts as he rolls the condom over himself. "I'm downright evil."

Butters sits up and watches as Kenny empties at least half the bottle of lube onto himself, rubbing any residual over Butters' stretched hole. That feels nice, having Kenny rub him just so before he presses his cock into him.

Which is way, _way_ thicker than a few fingers, thank you very much.

The pace is maddening, and Butters almost thinks he might prefer Kenny slamming in all at once and just getting it over with. Except he knows that's a bad idea, so he lets Kenny do what he needs to. Stretching helped a little, he thinks, but Kenny looks like he's died and gone to heaven. Butters can't even contemplate what it must feel like to sink into tight heat like this—he considers it a wonder that Kenny hasn't come yet, quite frankly.

"Fuck," Kenny breathes as soon as he's seated all the way inside Butters. He keeps still for a few moments, long enough to open his eyes and give Butters a euphoric grin as he pushes the sweaty hair off of his forehead and gives him a kiss.

Butters tells him to move a little before he's ready, and it burns like hell to have Kenny sliding in and out of him in such an intimate place, but he pushes through it. Kenny looks lost in the sensation, and knowing that makes it a little more enjoyable.

He doesn't know much in the way of moving this way, so Kenny sort of has to make up for a lot of that by stopping to angle Butters in the right ways, but he doesn't seem to mind. It's also kind of sweaty, and Kenny seems to be making a conscious effort _not _to sweat on him, which is nice of him at least.

And, miraculously, in spite of the fumbling, after a little while Butters stops noticing the tight stretch. Kenny gets an angle that has him hitting that spot inside Butters, but that falls short after a few thrusts. He's completely gone now, hips rolling against Butters desperately. He makes pretty noises, the kind that go right to Butters' cock when they escape his throat.

Butters does actually have to reach up to brace himself against the wall when Kenny gets close to coming, just because he gets a little overzealous in his thrusts and makes Butters feels like he's going to get his head knocked in if he's not careful.

And, okay, Kenny coming is one of the most beautiful things he has ever seen. His nose scrunches up and he shuts his eyes, and his voice drops into this groan that's way lower than his normal tone. He bends to kiss Butters' neck as he rides out his orgasm, but ends up biting a hickey to life right under his jaw.

"Shit," Kenny sighs as he sags against Butters. Kenny's stomach rubs over Butters' cock, still hard and leaking and neglected, and he springs up again almost instantly, like he's only just realized who he's been fucking.

"_Shit_," he reiterates as he pulls out of Butters and gives him a sincerely apologetic look. "I'm so sorry, dude. I kind of got carried away."

Butters is about to reply, but Kenny's head dips between his legs again. He would like to come up with something snarky about Kenny's inability to keep Butters' cock out of his mouth, but his thoughts are all a jumble in his head as the slick, silken slide of Kenny's mouth slips up and down again and again.

He's been brought to the edge and backed away so many times tonight that his orgasm hits him like a freight train. He doesn't know Kenny's neighbors, so he doesn't feel too guilty or ashamed when he all but starts speaking in tongues as he comes into Kenny's mouth.

Panting, Butters rolls over and curls into himself, curling into the warm happiness humming through him. He feels positively wrecked, but in the best way possible.

A few minutes later, Kenny sits up beside him with a cool washcloth in hand and starts cleaning him off. He swipes over Butters' softening erection and mops up the remainder of come on his torso that he ended up being unable to fit in his mouth.

"You okay?" Kenny asks then.

Butters looks up at him and giggles madly when he tosses the cloth onto his floor. "Yeah," he replies after a moment. Kenny grins at him and wraps him up in a hug.

"I'm fucking starving," he yawns. "Wanna order Chinese and watch a movie? I just bought Pulp Fiction the other day."

Butters nods, but falls asleep before Kenny can even reach for his phone.

And later he decides he likes waking up next to Kenny cuddled next to him and breathing softly, just as much as he likes falling asleep all tucked up in his arms.


End file.
